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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 20, 2001
HOUSTON OPERATING COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 000-31553 76-0307819
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1145 W. Rockland Drive, Littleton, CO 80127
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: None.
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
Oppenheim and Ostrick, CPAs, former CPAs for the Company, resigned as
auditor on April 16, 2001. Michael Johnson & Co., CPAs of Englewood,
Colorado were engaged as auditors for the Company on April 16, 2001.
The Change of Accountants was approved by the Board of Directors. No
audit committee exists other than the members of the Board of
Directors.
In connection with audit of the most recent fiscal year and through the
date of termination of the accountants, no disagreements exist with any
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure, which
disagreements if not resolved to the satisfaction of the former
accountant would have caused them to make reference in connection with
his report to the subject of the disagreement(s).
The audit report by Oppenheim and Ostrick, CPAs for the year ended
December 31, 2000, contained an opinion which included a paragraph
discussing uncertainties related to continuation of the Registrant as a
going concern. Otherwise, the audit report by Oppenheim and Ostrick,
CPAs for the year ended December 31, 2000 did not contain an adverse
opinion or disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.
Item 5. Other Events
None.
Item 6. Resignation and Appointment of Directors
None.
Item 7. Financial Statements, Pro Forma Financials, & Exhibits
Financial Statements:
None.
Pro Forma Financial Statements:
None.
Exhibits:
EX-16.1 Resignation of Oppenheim and Ostrick, CPAs
EX-16.2 Resignation of Oppenheim and Ostrick, CPAs
EX-23.1 Consent of Oppenheim and Ostrick, CPAs
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 16, 2001 HOUSTON OPERATING COMPANY
By: /s/ J.R. Nelson
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J.R. Nelson, President
Resignation of Oppenheim and Ostrick, CPAs
OPPENHEIM AND OSTRICK, CPAs 4256 Overland Drive Culver City, CA 90230 Telephone
310/839-3930
Fax 310/839-3776
April 20, 2001
Mr. J.R. Nelson, President
Houston Operating Company
1145 Rockland Drive
Littleton, CO 80127
Dear Mr. Nelson:
This is to confirm that the client-auditor relationship between Houston
Operating Company (Commission File Number 000-31553) and Oppenheim and Ostrick,
CPAs has ceased.
Sincerely,
/s/ Oppenheim and Ostrick
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OPPENHEIM AND OSTRICK, CPAs
Resignation of Oppenheim and Ostrick, CPAs
OPPENHEIM AND OSTRICK, CPAs 4256 Overland Drive Culver City, CA 90230 Telephone
310/839-3930
Fax 310/839-3776
April 20, 2001
Houston Operating Company
1145 Rockland Drive
Littleton, CO 80127
Dear Mr. Nelson:
We are advising you as follows:
1. Oppenheim and Ostrick, CPAs resigned as auditor effective April 16,
2001, at the request of Houston Operating Company.
2. In connection with the audit of the most recent fiscal year, no
disagreement(s) exist with any former accountant on any matter of
accounting, principles, or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved
to the satisfaction of the former accountant would have caused them to
make reference in connection with their report to the subject of the
disagreement(s).
The audit report by Oppenheim and Ostrick, CPAs for the year ended December 31,
2000, contained an opinion which included a paragraph discussing uncertainties
related to continuation of the Registrant as a going concern. Otherwise, the
audit report by Oppenheim and Ostrick, CPAs for the year ended December 31,
2000, did not contain an adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting principles.
I trust this letter will fulfill your requirements.
Sincerely,
/s/ Oppenheim and Ostrick
Oppenheim and Ostrick, CPAs
Consent of Oppenheim & Ostrick, CPAs
SECURITIES AND EXCHANGE COMMISSION
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of the Form 8-K of
Houston Operating Company dated April 16, 2001.
Oppenheim & Ostrick, CPAs
/s/ Oppenheim & Ostrick
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Culver City, California